REG - LifeSafe Holdings - Result of Placing and Share Subscription

LifeSafe HoldingsAnnouncement

21/12/2023 12:30

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RNS Number : 6504X  LifeSafe Holdings PLC  21 December 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR A SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT
NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN
CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY
OF THOSE JURISDICTIONS.

LifeSafe Holdings plc

("LifeSafe" or the "Company")

Result of Placing and Share Subscription

LifeSafe (AIM:LIFS), a fire safety technology business with innovative fire
extinguishing fluids and fire safety products, announces that, further to its
announcement of 7.00 a.m today, it has successfully completed and closed the
Placing and Share Subscription to raise gross proceeds of £400,000.

The Placing and Share Subscription has raised, in aggregate, gross proceeds of
£400,000 through the placing of 2,312,500 new Ordinary Shares ("Placing
Shares") to certain institutional and other investors and a subscription by
certain other investors directly with the Company ("Share Subscription") of a
further 187,500 new Ordinary Shares ("Subscription Shares") in each case at a
price of 16 pence per share.

The Placing is being conducted in two tranches with the initial tranche of
Placing Shares being issued on 29 December 2023 and the second tranche of the
Placing Shares being issued on 16 January 2024, all shares will be under the
Company's pre existing share capital authorities. The Placing Shares will be
issued fully paid and will rank pari passu in all respects with the Company's
existing Ordinary Shares.

The purpose of this fund raising is to finance, until the second quarter of
2024, the shortfall in working capital caused by the Group's performance in
2023 and a delayed HMRC VAT refund of £350,000 forecast to be received by the
end of February 2024, and to commit resource to the new wholesale and
industrial products.

The Placing comprises of a placing of new Ordinary Shares to be effected in
two tranches. The Company intends to issue, in aggregate, up to 1,729,875 new
Ordinary Shares (the "First Placing Shares"), to raise gross proceeds of
approximately £276,780. The First Placing Shares and Subscription Shares are
expected to be admitted to trading on AIM on or around 29 December 2023.

The Company intends to issue up to a further 582,625new Ordinary Shares (the
"Second Placing Shares"), to raise gross proceeds of approximately a further
£93,220. The Second Placing Shares are expected to be admitted to trading on
AIM on or around 16 January 2024,.

Share Subscription

Pursuant to the Share Subscription, certain investors have subscribed for
187,500 Subscription Shares directly with the Company at the Placing Price
raising gross proceeds of £30,000.

The Share Subscription is conditional upon (amongst other things) the Placing
Agreement not having been terminated and First Admission occurring on or
before 8.00 a.m. on 29 December 2023 (or such later date and/or time as the
Bookrunner and the Company may agree, being no later than 8.00 a.m. on 31
January 2024).

Director and PDMR participation in the Placing

Dominic Berger, the Executive Chairman of the Company, has agreed to subscribe
for 62,500 New Ordinary Shares in the Placing. Immediately following First and
Second Admission, the total number of New Ordinary Shares held by Dominic
Berger would be 980,345 representing 3.5 per cent. Of the Enlarged Share
Capital.

Gavin Cornelius, a PDMR of the Company, has agreed to subscribe for 31,250 New
Ordinary Shares in the Placing. Immediately following First and Second
Admission, the total number of New Ordinary Shares held by Gavin Cornelius
would be 1,923,750 representing 6.9 per cent. of the Enlarged Share Capital.

First Admission and Total Voting Rights

Application will be made to the London Stock Exchange for admission of the
First Placing Shares and Subscription Shares to trading on AIM (the "First
Admission"). It is expected that admission will become effective and dealings
in the First Placing Shares and Subscription Shares commence at 8.00 a.m. on
or around 29 December 2023.

First Admission is conditional, inter alia, upon the First Admission becoming
effective and the Placing Agreement not having been terminated and becoming
unconditional in respect of the First Placing Shares. The First Placing does
not require Shareholder approval as the First Placing Shares will be issued
pursuant to the Company's pre-existing share capital authorities granted at
its 22 August 2023 general meeting.

Following First Admission, the total number of Ordinary Shares in the capital
of the Company in issue will be 27,293,358 Ordinary Shares with voting rights.
This figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change to their interest in, the Company's share
capital.

Second Admission and Total Voting Rights

Admission of the Second Placing Shares (the "Second Admission") is,
conditional, inter alia, on the Second Admission becoming effective, the
Placing Agreement not having been terminated and becoming unconditional.

Application will be made to the London Stock Exchange for admission of the
Second Placing Shares to trading on AIM. It is expected that admission will
become effective and dealings in the Second Placing Shares commence at 8.00
a.m. on or around 16 January 2024. The Second Placing does not require
Shareholder approval as the Second Placing Shares will be issued pursuant to
the Company's pre-existing share capital authorities granted at its 22 August
2023 general meeting.

Following Second Admission, the total number of Ordinary Shares in the capital
of the Company in issue will be 27,875,983with voting rights. This figure may
be used by Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
to their interest in, the Company's share capital pursuant to the Company's
Constitution.

The issue of the First Placing Shares and Subscription Shares is not
conditional on issue of the Second Placing Shares. The issue of the First
Placing Shares will not be affected by any or all of the Second Placing
failing to complete for any reason.

The Placing Shares and Subscription Shares will be issued fully paid and will
rank pari passu in all respects with the Company's existing Ordinary Shares.

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Company's announcement released this morning in respect
of the Placing and Share Subscription unless the context provides otherwise.

Dominic Berger, Executive Chairman, commented: "The Board is grateful to
investors for their support with this fundraising, which further strengthens
the Company's position and facilitates the continuation of its successful
growth strategy."

For further enquiries:

 

 LifeSafe Holdings plc                                 Via FTI Consulting
 Dominic Berger, Chairman                              info@lifesafetechnologies.com
 Neil Smith, Chief Executive Officer
 Mike Stilwell, Chief Financial Officer

 WH Ireland Limited (Nominated Adviser & Broker)       Tel: +44 (0) 20 7220 1666
 Chris Fielding
 Darshan Patel
 Isaac Hooper

 FTI Consulting (Financial Communications)             Tel: +44 (0) 20 3727 1000
 Tom Hufton                                            LifeSafe@fticonsulting.com
 Harriet Jackson
 Liam Gerrard

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Dominic Berger
 2    Reason for the notification
 a)   Position/status                                              Executive Chairman
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         LifeSafe Holdings plc

 b)   LEI                                                          2138004KSXCPNWGSL119
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Purchase of Placing Shares

      Identification code

                                                                   ISIN: GB00BP83Y473
 b)   Nature of the transaction
 c)   Price(s) and volume(s)                                       Price     No. of shares
                                                                   16 pence  62,500
 d)   Aggregated information

      - Aggregated volume

      - Price                                                       62,500 shares

                                                                   16 pence
 e)   Date of the transaction                                      21 December 2023
 f)   Place of the transaction                                     XLON, AIM

d)

Aggregated information

- Aggregated volume

- Price

 

 

 62,500 shares

16 pence

e)

Date of the transaction

21 December 2023

f)

Place of the transaction

XLON, AIM

 

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name                                                         Gavin Cornelius
 2    Reason for the notification
 a)   Position/status                                              PDMR
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         LifeSafe Holdings plc

 b)   LEI                                                          2138004KSXCPNWGSL119
 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted
 a)   Description of the financial instrument, type of instrument  Purchase of Placing Shares

      Identification code

                                                                   ISIN: GB00BP83Y473
 b)   Nature of the transaction
 c)   Price(s) and volume(s)                                       Price     No. of shares
                                                                   16 pence  31,250
 d)   Aggregated information

      - Aggregated volume

      - Price                                                       31,250 shares

                                                                   16 pence
 e)   Date of the transaction                                      21 December 2023
 f)   Place of the transaction                                     XLON, AIM

d)

Aggregated information

- Aggregated volume

- Price

 

 

 31,250 shares

16 pence

e)

Date of the transaction

21 December 2023

f)

Place of the transaction

XLON, AIM

 

Notes to Editors

 

LifeSafe is a fire safety technology business that develops eco-friendly,
novel and innovative fire extinguishing fluids and life-saving fire safety
products.  LifeSafe has developed a market disrupting range of eco-friendly
fire safety protection products; a new patent-pending Thermal Runaway Fluid to
combat lithium battery fires by permanently extinguishing and preventing
re-ignition, and the StaySafe All-in-1, a handheld eco-friendly and fully
recyclable extinguisher which is verified to extinguish ten different types of
fire and the number one selling fire extinguisher on Amazon UK.  LifeSafe is
successfully creating new markets for the Group in fire safety through its
innovative technologies, products, digital marketing and multi-channel sales;
and is continuing to develop new fluid derivations for applications in various
industrial market sectors.

 

LifeSafe was admitted to trading on AIM in July 2022 with the ticker LIFS.

 

For further information please visit: https://www.lifesafeholdingsplc.com
(https://www.lifesafeholdingsplc.com/) .

LinkedIn: https://www.linkedin.com/company/lifesafe-technologies
(https://www.linkedin.com/company/lifesafe-technologies)

Twitter: https://twitter.com/LifesafeT (https://twitter.com/LifesafeT)

 

- Ends -

 

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